1. Definitions

1.1 Waterlily

Refers to Waterlily Caregiving, Inc. (“we,” “us,” or “our”) and any of its affiliates, successors, or assigns.

1.2 Sponsored Account

A Waterlily account paid for by one or more third-party Sponsors, rather than being paid directly by the Member.

1.3 Member

An individual (e.g., a financial advisor, insurance agent, or employee) who is granted access to a Waterlily account pursuant to a sponsorship arrangement. References to “you” or “your” refer to the Member in these Sponsored Terms.

1.4 Sponsor

Any organization or entity (e.g., an insurance carrier, distributor, employer, or other partner) that subsidizes or pays for the Waterlily account on behalf of a Member.

1.5 Sponsored Subscription

The period during which a Sponsor pays for some or all of a Member’s Waterlily fees, including any grace periods and extensions as described below.

1.6 Seat-Months

A unit representing one Waterlily seat (i.e., one active account for a Member) for one month. Sponsors may purchase or allocate Seat-Months to cover the Member’s subscription for a certain duration.

2. Relationship between sponsor, member, and waterlily

2.1 Sponsorship Arrangement

A Sponsor may elect to pay all or part of your Waterlily subscription fees for a specified period. The terms and conditions under which the Sponsor pays such fees (including duration, required usage milestones, and the number of Sponsored Seats) are determined by an agreement between Waterlily and the Sponsor, or directly between you and the Sponsor, as applicable.

2.2 Member Backup Billing

Unless otherwise agreed with your Sponsor, you may be required to provide a valid payment method (e.g., credit card) to serve as a backup if the Sponsor discontinues funding or if any usage requirements (see Section 3 below) are not met. If a Sponsor’s funding ends or is otherwise unavailable, your backup payment method may be charged automatically to maintain uninterrupted access to Waterlily.

2.3 Advisory & Employer Relationships

Neither Waterlily nor the Sponsor controls or is responsible for any professional services you (as a Member) provide to your clients or organization. Your engagement with any clients, carriers, or other third parties remains subject to your own professional and regulatory obligations, independent of Waterlily’s platform.

3. Usage requirements & thresholds

3.1 Monthly Activity Thresholds

Sponsors may set certain usage requirements or milestones (e.g., creating at least one new client LTC plan each month) for a Member’s Sponsored Account to remain sponsored. If you do not meet these thresholds within the Sponsor’s defined time frame, the Waterlily fees for that billing cycle or month may be charged to your backup payment method (if applicable), or your Sponsored Account may be downgraded or suspended, at Waterlily’s discretion.

3.2 Measurement of Activity

Activity is typically counted monthly but may follow other intervals as agreed with the Sponsor. Waterlily may provide features on your Waterlily dashboard to monitor your current usage and whether you have met your threshold.

3.3 Failure to Meet Threshold

If you fail to meet the threshold:

• You may lose sponsorship benefits for that billing period (e.g., you will be charged directly).

• You may regain sponsorship in future periods if you meet the threshold again, provided the Sponsor’s agreement allows it.

3.4 Communications & Reminders

Waterlily may send you periodic reminders (e.g., via email or in-platform notifications) about your threshold status and how many days you have left to meet it for each billing cycle.

4. Seat-months & sponsorship duration

4.1 Seat-Month Allocation

Some Sponsors pre-purchase or pre-allocate a certain number of Seat-Months. For example, a Sponsor may pay for 25 seats for 6 months, totaling 150 Seat-Months. Once Seat-Months are fully used or expired, the sponsorship ends unless renewed or extended.

4.2 Deduction of Seat-Months

Each month your Sponsored Account remains active and meets required thresholds, one Seat-Month (per seat) is deducted. If Seat-Months run out, your account may automatically transition to a direct-billing arrangement, where you pay using your backup payment method.

4.3 Early Termination by Sponsor

Sponsors reserve the right to cancel sponsorship at any time in accordance with their agreement with Waterlily. If the Sponsor cancels, you will receive a notification, and your subscription may either terminate or transition to a self-paid plan.

4.4 Voluntary Cancellation by Member

You may cancel your Waterlily account at any time. If you cancel, Waterlily will not be obligated to provide any refund to the Sponsor, unless specifically required by the Sponsor’s contract.

5. Scope of sponsor access & data visibility

5.1 Sponsor Dashboard

Sponsors may have limited access to certain aggregate or non-sensitive usage data (e.g., how many LTC plans you created or how many Seat-Months remain). They will not have the right to view any protected health information (PHI) or highly confidential details unless expressly authorized by you and in accordance with applicable privacy laws, such as HIPAA.

5.2 Revoking Sponsor Access

If you no longer want a Sponsor to see your seat usage or you otherwise revoke their right to pay for your subscription, you may terminate the sponsorship and pay Waterlily directly. However, any financial commitments or reimbursements between you and the Sponsor will need to be settled independently of Waterlily.

5.3 Privacy & Data Sharing

Waterlily’s data handling is governed by our Privacy Policy, and we adhere to HIPAA and other relevant regulations. We will never disclose your specific client data to Sponsors unless required under a separate written agreement that complies with applicable privacy laws.

6. Payment terms & subscription management

6.1 Billing Cycles

Sponsored billing cycles typically align with the standard monthly or annual subscription billing cycle used by Waterlily. Any usage thresholds also reset or renew based on that same cycle, unless stated otherwise.

6.2 Failed Payments

If a Sponsor’s payment fails or a Sponsor’s invoice goes unpaid, we may notify you and allow a grace period for resolution. If unresolved, your account may automatically shift to your backup payment method or be suspended.

6.3 Refunds

Refunds or pro-rated credits due to cancellation, downgrade, or non-use of sponsorship are governed by the Sponsor’s agreement with Waterlily. In general, Waterlily is not obligated to issue refunds unless specifically stated in such an agreement.

7. Advisor & member responsibilities

7.1 Compliance with Laws

You agree to comply with all applicable federal, state, and local laws in your use of Waterlily, including but not limited to privacy regulations (e.g., HIPAA), consumer protection laws, and any insurance or securities regulations relevant to your professional practice.

7.2 Accuracy of Information

You represent and warrant that all information you submit to Waterlily—whether about yourself, your sponsors, or your clients—is accurate, truthful, and complete to the best of your knowledge.

7.3 Third-Party Products

Your discussions about insurance or financial products, or any transactions between you and your clients that occur as a result of Waterlily’s predictions, are solely between you and your clients. Waterlily does not endorse or recommend specific products. We act only as a software provider facilitating predictive analytics and planning tools.

8. Term & termination

8.1 Term

These Sponsored Terms commence the day you first access your Sponsored Account and continue until your Sponsored Account is terminated, or until your relationship with the Sponsor ends, whichever occurs sooner.

8.2 Termination Rights

• Termination by Sponsor: The Sponsor may terminate the sponsorship at any time subject to the agreement with Waterlily.

• Termination by Member: You may terminate your account or cease use at any time.

• Termination by Waterlily: We reserve the right to terminate your Sponsored Account if you breach these Sponsored Terms, the General Terms, or if the Sponsor’s payment obligations are not met.

8.3 Effects of Termination

Upon termination:

1. You may lose access to any features or benefits exclusive to sponsored subscriptions.

2. Waterlily may immediately deactivate your account unless you choose (and are permitted) to transition to a self-funded subscription.

3. Any transition to a self-funded plan shall require you to provide a valid payment method and may result in your acceptance of a new or updated fee schedule.

9. Disclaimers & limitation of liability

9.1 Disclaimer

WATERLILY PROVIDES THE SPONSORED ACCOUNT “AS IS” AND “AS AVAILABLE.” WATERLILY MAKES NO GUARANTEES THAT SPONSORSHIP WILL REMAIN AVAILABLE FOR ANY SPECIFIC PERIOD, OR THAT ANY USAGE REQUIREMENTS WILL BE WAIVED. WATERLILY DISCLAIMS ALL WARRANTIES RELATING TO THE SPONSORED ACCOUNT, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.2 Limitation of Liability

IN NO EVENT SHALL WATERLILY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO SPONSORSHIP, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION. WATERLILY’S TOTAL LIABILITY FOR ANY CLAIM RELATED TO A SPONSORED ACCOUNT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE SPONSOR (OR YOU) FOR YOUR SPONSORED ACCOUNT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. General

10.1 Amendments

We may update these Sponsored Terms from time to time. Any material changes become effective upon posting an updated version, and your continued use of a Sponsored Account constitutes acceptance of such changes.

10.2 Entire Agreement

These Sponsored Terms, together with the General Terms and any agreements between Waterlily and the Sponsor, constitute the entire agreement regarding your Sponsored Account and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.

10.3 Survival

Any provisions which by their nature should survive the termination or expiration of these Sponsored Terms shall so survive, including but not limited to disclaimers, indemnifications, and limitations of liability.

10.4 Assignment

Neither you nor the Sponsor may assign or transfer sponsorship rights without our prior written consent. Waterlily may freely assign or transfer these Sponsored Terms.

10.5 Contact

If you have any questions about these Sponsored Terms, please contact us at:

hello@joinwaterlily.com.

By accessing or using the Sponsored Account, you agree to be bound by these Sponsored Terms and any supplementary agreements between Waterlily and the Sponsor. If you do not agree, you should not accept or use the Sponsored Account.